Ambitious outlook. Positive action. Full accountability.

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Ambitious outlook. Positive action. Full accountability.
Notice of meeting
Ordinary and Extraordinary Shareholders’ Meeting
of April 25, 2019 to be held at 3 p.m. at
Palais des Congrès
Amphithéartre Bordeaux
2, place de la Porte Maillot
75017 Paris

Ambitious outlook. Positive action. Full accountability.

                                 Discover our impact for a more sustainable world.

                                                                  schneider-electric.com
Ambitious outlook. Positive action. Full accountability.
Toll-free number for investors in France:
 0 800 004 120
 for investors abroad:
 00 33 1 40 14 03 43
 Web site:
 www.schneider-electric.com/ww/en

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BY PUBLIC TRANSPORT                          FROM PARIS – CHARLES-DE-GAULLE AIRPORT
• Metro line 1 – Porte Maillot station       • Air France coaches direct to Porte Maillot roughly every 30
• RER C – Neuilly – Porte Maillot station       minutes
                                             • RER B direction Saint-Rémy-lès-Chevreuse to Saint-Michel –
AIRPORT SHUTTLES FROM PORTE MAILLOT             Notre-Dame station
• Air France coaches                         From Saint-Michel – Notre-Dame station
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                                             FROM PARIS – ORLY AIRPORT
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Ambitious outlook. Positive action. Full accountability.
0

Contents

1    A statement from Chairman and CEO – Jean-Pascal Tricoire    2

2    Interview with Emmanuel Babeau, Deputy CEO
      in charge of Finance and Legal Affairs                     4

3    Agenda                                                      5

4    Corporate governance                                        6

5     eport of the Vice-chairman independent lead
     R
     director of the board of directors                         18

6     ummary overview of the Company’s financial
     S
     situation and business activity in 2018                    19

7     resentation of the agenda of the Ordinary
     P
     and Extraordinary Shareholders’ Meeting                    22

8     tatutory Auditors’ report on regulated
     S
     agreements and commitments                                 36

9    Resolutions                                                40

10   Conditions to attend the Shareholders’ Meeting             52

11   Request for information                                    55

                                                                     Schneider Electric Notice of Meeting 2019   1
Ambitious outlook. Positive action. Full accountability.
A statement from Chairman and CEO – Jean-Pascal Tricoire

2018 was a great
year with strong
growth.
2018 was a great year with strong
growth across both businesses
and all geographies. Group revenue
and adjusted EBITA increased
respectively by +7% and +10%
organic, and net income reached
a record high. We took on the
challenge of energy transition
and Industry 4.0, accelerating
the execution of our strategy.

A strong performance in FY18                                              We accelerated the execution of our strategy
Schneider Electric’s revenues rose to EUR25.7 billion in 2018,            After a few years of integration, in 2018 we finalized the consolidation of
representing an organic growth of approximately 7% overall, with our      our businesses into two core activities: Energy Management and Industry
core offerings of Energy Management (Medium Voltage, Low Voltage,         Automation. Our country organizations combine both businesses to
Secure Power) and Industrial Automation contributing to our strong        provide our customers with more integrated energy and automation
growth, up respectively by +6.3% and +7.6% organic.                       digital solutions to serve their efficiency and sustainability needs.
                                                                          This translates into more cross-selling of technologies, more products
In 2018 we benefited from our balanced and geographically spread          provided through an enlarged network of partners, more services, more
exposure with all regions recording organic growth. Asia Pacific, our     software, and a more targeted development of systems, which creates
largest region with 29% of revenues grew by +10%. It is approximately 6   a solid base for growth in 2019.
times the revenues generated 15 years ago in the area, demonstrating
the success of our globalization policy. North America also delivered a   More products and the most extensive network of partners
strong performance with approximately +8% organic growth. Western         worldwide
Europe, and Rest of the World generated organic growth of +3% and         We continued to design and sell technology (products, services and
+5% respectively.                                                         software) for our customers to integrate, thanks to the most extensive
                                                                          network of local partners in the world (more than 650,000 worldwide).
We continued to deliver profitable growth in 2018, improving the          Our multi-local organizational model is fully operational and adapted to
operational margin by +50bps organic to 15.1% and delivered a new         the different local ecosystems, allowing for unmatched proximity to our
high in terms of Net Income and EPS (+9.3%), while building our long      customers.
term capabilities and increasing investments in R&D, Services, and
Digital Capabilities.                                                     This year we brought strong innovation to our customers, with almost 150
                                                                          new launches, showcasing many of them in an Innovation World Tour,
Additionally, we continue to focus on generating attractive returns to    with Innovation Summits and Innovation Days gathering nearly 30,000
our shareholders. After an active period of acquisitions to build our     customers from around the world.
strong portfolio of technologies, we have returned approximately 80%
of our free-cash-flow to shareholders over the past 4 years, rewarding    An outstanding growth of services
their long-term support for the development of the group. This year, we   In 2018, with a 9% organic growth, we kept developing stronger services.
are increasing our proposed dividend by +7% to €2.35 per share and        This is just the beginning, and they are expected to grow further, in
initiating a new €1.5 to €2.0bn share buyback program.                    volume and share within portfolio, as there is a huge potential for field and
                                                                          digital services, for buildings, data centers, industry and infrastructure.

2        Schneider Electric Notice of Meeting 2019
Ambitious outlook. Positive action. Full accountability.
1
                     Digitization at scale                                             Our commitment is fully recognized, and we have received
             +7%     In 2018, we continued to invest in our digital journey. We        numerous external recognitions regarding our progress
Organic Revenue      deployed at scale EcoStruxure™, our global, homogenous            on these fundamental topics. In particular, in 2018,
                     and agnostic platform, bringing our customers integrated          Schneider Electric was ranked #12 globally for supply
€25.7bn              and digitized solutions to manage the full equation of
                     efficiency and sustainability: Energy management for energy
                                                                                       chain performance in Gartner’s Global Top 25, and #2 in
                                                                                       the Industry sector. It is a clear recognition of all the efforts
                     and environmental efficiency and Automation for process           undertaken to build a tailored sustainable and connected
                     efficiency. We enhance the digital portfolio with a full set of   supply chain, with focus on regional manufacturing, and
             +8%     integrated offerings and customer value propositions, from        displaying strong credentials for the technologies we
R&D investment       asset management to software and digital services, while          propose to our customers in the field of industry 4.0. We have
                     developing further our operating model and enhancing our          also been selected for 8 years now on the CDP climate A list.

€1.3bn               capabilities. EcoStruxure™ growth is in this context clearly
                     above the group average, as we reached in 2018 the target         Building a more sustainable world is a real driver of
 c. 5% of revenues   of 2 million assets under management, with an outstanding         innovation, a lever for growth and a legitimate factor of pride
                     34% year over year performance, bringing our customers            and belonging for associates and partners.
                     major improvements in efficiency and sustainability but also
                     in safety and reliability.                                        Great people make a great company
             +9%                                                                       In this spirit, in 2018, Schneider Electric confirmed its place
Net profit in 2018   In Software, we made, a big step forward toward                   among the world’s leading socially responsible companies.
                     digitization in 2018, with double-digit growth. With the          Human potential is at the core of our company. Progress

€2.3bn               AVEVA acquisition in March 2018, Schneider Electric
                     has become a global leader in industrial and engineering
                                                                                       is led by people: Nothing would be possible without
                                                                                       our fantastic human capital – our employees, partners,
                     software, with a # 1 position in process industries. The          customers and communities with whom we operate. People
                     group offers its customers, regardless of their market (oil       choose to join, stay and remain engaged with Schneider
                     and gas, chemicals, naval industry, power plants, water,          Electric, because we all share the same distinctive core
                     waste, smart city, or agribusiness, etc.), location, or size,     values and vision of who we are, of what we do and how we
                     an extensive technology portfolio to serve customers’             should do it. We create and provide equal opportunities for
                     efficiency and performance with solutions covering all            everyone, everywhere and continuously create an inclusive
                     aspects of the digital management of industrial assets,           environment and welcome people from all walks of life. We
                     from design through construction to operation. AVEVA              are empowered to do our best and innovate, while living
                     contribute strongly in making a very successful integration,      our unique life and work. In 2018, we summarized this
                     developing strong synergies with the rest of Schneider            new People Vision, to guide our choices and behaviors,
                     Electric. The year was also marked by the acquisition             into three pillars: being the most meaningful, inclusive and
                     of IGE+XAO, a leader in design software for electrical            empowered, supported by a mode of organization which is
                     installations, strengthening our portfolio and stepping up        global and connected.
                     our offering in specialized software.
                                                                                       2019 outlook : the world is moving in our direction
                     2018 also saw the launch of Schneider Electric Ventures,          Looking ahead to 2019, the momentum is good for our
                     with the objective to foster innovation by harnessing the         business and market, as we serve the two major transitions
                     best talent, ideas and technology from inside and outside of      of the energy world: the Energy Transition and Industry
                     Schneider Electric. It will nurture tomorrow’s transformational   4.0. We therefore plan to continue to grow and expand our
                     and disruptive innovations with funding, incubation               profitability, based on the execution of our strategic priorities.
                     and partnerships.                                                 We will continue to develop a larger network of partners,
                                                                                       growing our services, offering more digital solutions through
                     One overarching goal: to serve a sustainable world                EcoStruxure™ for efficiency and sustainability, and a broader
                     At Schneider Electric, sustainability is at the heart of          line of software and digital services.
                     everything we do. We want what we do to be meaningful
                     and, through our culture and leadership, we aim to                The world indeed continues to transform, driven by
                     bring energy and efficiency to enable life, progress and          megatrends such as urbanization, industrialization
                     sustainability for all. We are thus inventing and delivering      of new economies and digitization of businesses and
                     technologies for a more sustainable world, i.e. working to        society. It is becoming more electric, more digital, and
                     make energy cheaper, greener, and reducing the impact             more decentralized. These new capabilities are creating
                     of human activity on natural resources. Reducing energy           new customer requirements across our markets, from
                     and raw material consumption is imperative for all of us,         cybersecurity to artificial intelligence, from edge computing
                     from buildings to industry, from cities to data centers. We       to clean electrification, from digital twins to smart buildings.
                     support our customers on a daily basis in this shift with         We fully address those new dimensions, supplying digital
                     our digital technologies, and we have set for ourselves           solutions, and we are committed to capture these market
                     credible and ambitious goals for nearly 15 years in our           opportunities. We will keep on extending our strong
                     Schneider Sustainability Impact. Each quarter, we measure         community and unique ecosystem, and innovating to benefit
                     progress and develop best practices, and I am proud               our partners, customers and society.
                     that our performance in 2018 exceeded by far the targets
                     (173%). As a Member of the Board of the United Nations            We are and will remain a responsible actor contributing,
                     Global Compact, I want to reaffirm my support for the Ten         together with you, to the emergence of a better world, more
                     Principles of the UN Global Compact, and the 17 Sustainable       respectful of the environment and individuals.
                     Development Goals. That is why, collectively, within
                     Schneider Electric, we decided to reinforce our ambition          Jean-Pascal Tricoire,
                     for next year in five areas: climate, circular economy, health    Chairman and CEO
                     and equity, ethics, and development, to continue to be a
                     leader in this field.

                                                                                                         Schneider Electric Notice of Meeting 2019     3
Interview with Emmanuel Babeau, Deputy CEO in charge of Finance and Legal Affairs                                                                           2

In 2018, we delivered
strong operational and
financial performance,
reaching a new record
high EPS.
                                      +40bps
                                 before Forex

Free                        Return on Capital
cash flow                   Employed

€2.1bn 11.8%

What were the highlights of the 2018 performance for                           Could you share your medium-term ambition to increase
Schneider Electric?                                                            operating profitability?
Strong execution and focus on our strategic priorities were key to             We have the ambition to increase our operational margin and therefore
delivering the strong operational and financial performance in 2018. With      move the Group closer to the upper-end of our stated 13% to 17%
the good momentum in products, services and software, we recorded              adjusted EBITA margin range which we target through the cycle. In order
6.6% organic growth and reached €25.7bn in revenue. Our gross margin           to achieve this ambition, we will keep working on the levers within our
continues to develop well and reached 39%, improving consistently over         control to improve the underlying performance of Schneider Electric. We
the past three years, reflecting our focus on high value-added products        will continue to focus on generating profitable growth while maintaining a
and solutions. We kept working on efficiency of our support function costs     strong focus on industrial productivity, organizational simplification and
(SFC) and improved our SFC to revenues ratio by 50bps organically while        efficiency. We will also further concentrate our portfolio of technologies
continuing to invest in our digital and marketing capabilities. Through the    on the core Energy Management and Industrial Automation businesses
combination of a good level of gross margin and SFC leverage, we grew          and have put under review assets representing c.€1.5 to €2bn in revenue
our adjusted EBITA by +10% organic, exceeding for the second year in           terms. Overall, we are targeting to improve the adjusted EBITA margin
a row the top end of our targeted range (+4% to +7%) and our adjusted          by c.200bps (before FX) over the next three years.
EBITA margin improved by 50bps organically to reach 15.1%. Recent
acquisitions (Asco Power, IGE + XAO and AVEVA) also contributed                How do you intend to drive shareholder value in the next years?
positively, all delivering a strong performance. As a result of this strong    We have positioned the company on two powerful and structural global
operational performance, coupled with an improving cost of financing,          demand drivers, specifically the energy transition and the industry of
our Net Income increased by +9%. Overall, we are reaching a new                the future, which represent strong opportunities for the business in
record high level in terms of earning per share, enabling us to increase       the medium and long term. Our two synergetic businesses: Energy
our proposed dividend by +7%.                                                  Management and Industrial Automation have leading market positions
                                                                               in their respective markets and are ideally positioned to benefit from
The Group targets an organic growth in operating profit in 2019,               these secular trends while delivering strong financial performance to
what are the key levers?                                                       our shareholders.
Our priority for 2019 is to continue to deliver profitable growth, targeting
organic growth in our adjusted EBITA within the range of +4% to +7%,           With close to +8% organic growth per year in our operating profit over
in-line with our previously stated average yearly objective for the period     the past three years, our objective is to continue generating strong
2017-2019. To deliver this strong performance, the Group will use two          earnings growth through a combination of top line growth and margin
levers: firstly, organic topline growth where the Group targets between        expansion. Combined with the strong FCF generation and our solid
+3% and +5% and, secondly, organic adjusted EBITA margin expansion             balance sheet, this allows us to offer attractive returns to shareholders
of +20bps to +50bps.                                                           through a progressive dividend policy and a newly launched €1.5bn to
                                                                               €2bn share buyback program over the next 3 years.

                                                                               Emmanuel Babeau,
                                                                               Deputy CEO in charge
                                                                               of finance and legal affairs

4        Schneider Electric Notice of Meeting 2019
3

    The board of directors has decided to convene the Schneider Electric SE’s
    Shareholders Ordinary and Extraordinary Meeting on

    April 25, 2019
    At 3:00 p.m.
    At Palais des Congrès – Amphithéâtre Bordeaux
    2, place de la Porte Maillot, 75017 Paris

    The board of directors has set the following agenda

Agenda
Draft resolutions are set forth in pages 40 to 51.

Within the material jurisdiction of the ordinary general assembly:
• Reports issued by the board of directors and the statutory auditors         • Approval of principles and criteria for determining, allocating and
  on accounts for the 2018 financial year;                                      granting the elements of the compensation and benefits of all types
• Approval of corporate financial statements for the 2018 financial year;       that may be granted to the Chairman and Chief Executive Officer in
• Approval of consolidated financial statements for the 2018                    respect of the 2019 financial year;
  financial year;                                                             • Approval of principles and criteria for determining, allocating and
• Appropriation of profit for the financial year and setting the dividend;      granting the elements of the compensation and benefits of all types
• Information regarding regulated agreements and commitments                    that may be granted to the Deputy Chief Executive Officer in respect
  undertaken during previous financial years;                                   of the 2019 financial year;
• Approval of elements of the compensation and benefits of all types          • Renewal of a directorship: Mr. Greg Spierkel;
  paid, due or awarded in respect of the 2018 financial year to Mr. Jean-     • Appointment of three directors: Ms. Carolina Dybeck Happe,
  Pascal Tricoire;                                                              Ms. Xuezheng Ma, Mr. Lip-Bu Tan;
• Approval of elements of the compensation and benefits of all                • Determination of the amount of directors’ fees to be allocated to the
  types paid, due or awarded in respect of the 2018 financial year to           board of directors;
  Mr. Emmanuel Babeau;                                                        • Authorization granted to the board of directors to buy back Company
                                                                                shares – maximum purchase price per share EUR90;

Within the material jurisdiction of the extraordinary general assembly:
• Delegation of authority to the board of directors to increase the nominal       amount of EUR115 million, i.e. 4.96% of capital, by issuing ordinary
  share capital within the limit of EUR800 million, i.e. approximately            shares or securities giving access to the capital of the Company or
  34.53% of the capital on December 31, 2018, by issuing ordinary                 any of its subsidiaries, the issue price of which shall be decided by
  shares or securities giving access to capital of the Company or any             the board of directors in accordance with the terms and conditions
  of its subsidiaries with shareholders’ preferential subscription right;         determined by the Annual General Shareholders’ Meeting;
• Delegation of authority to the board of directors to increase the share     •   Authorization to the board of directors to make grants of free shares
  capital by capitalizing reserves, earnings, premiums or other amounts           (on the basis of existing shares or shares to be issued) to Corporate
  for which capitalization may be allowed;                                        Officers and employees of the Company or of companies affiliated
• Delegation of authority to the board of directors to increase the               therewith, subject to performance conditions, as the case may be,
  nominal share capital within the limit of EUR230 million, i.e. 9.93%            up to a limit of 2% of the share capital, without the shareholders’
  of the capital on December 31, 2018, by issuing ordinary shares or              preferential subscription right;
  securities giving access to the capital of the Company or any of its        •   Delegation of authority to the board of directors to undertake capital
  subsidiaries without shareholders’ preferential subscription right              increases reserved for participants in a Company Savings Plan up
  through a public offering. This delegation may be used to pay for               to a limit of 2% of share capital, without shareholders’ preferential
  contributions of securities in connection with a public exchange offer          subscription right;
  initiated by the Company;                                                   •   Delegation of powers to the board of directors to undertake capital
• Delegation of authority to the board of directors to increase the               increases reserved for a category of beneficiaries: in favor of
  amount of an initial issue, as approved pursuant to the fifteenth and           employees of foreign companies of the Group, either directly or via
  the seventeenth resolutions, with or without shareholders’ preferential         entities acting on their behalf thereof to offer to employees of foreign
  subscription right;                                                             companies of the Group benefits comparable to those offered to
• Delegation of powers to the board of directors to increase the share            participants in the Company Savings Plan up to 1% of share capital,
  capital within the limit of 9.93% of the share capital for the purpose of       without shareholders’ preferential subscription right;
  paying for contributions in kind;                                           •   Authorization to the board of directors to cancel shares of the
• Delegation of authority to the board of directors to undertake,                 Company, if any, bought back on the terms and conditions approved
  through an offering as set forth in Paragraph II of Article L.411-2             at the Annual General Shareholders’ Meeting, up to a maximum of
  of the French Monetary and Financial Code, without shareholders’                10% of the share capital;
  preferential subscription right, a capital increase up to a nominal         •   Powers for formalities.

                                                                                                            Schneider Electric Notice of Meeting 2019   5
Corporate governance

Composition of the board of directors
(February 13, 2019)
                                        Mr. Jean-Pascal Tricoire                                           Mr. Léo Apotheker*
                                        Chairman of the board of directors and Chief Executive Officer     Vice-chairman independent lead director

                                        Age: 55 years                                                      Age: 65 years
                                        Nationality: French                                                Nationality: French/German
                                        Business Address: Schneider Electric, 35, rue Joseph Monier,       Business Address: Flat A, 15 Eaton Square
                                        92500 Rueil-Malmaison, France                                      London SW1W 9DD, England
                                        623,523 (1) Schneider Electric SE shares                           3,093 Schneider Electric SE shares

Experience and qualifications           After graduating from ESEO Angers and obtaining a MBA              Léo Apotheker began his career in 1978 in management control
                                        from EM Lyon, Jean-Pascal Tricoire spent his early career          after graduating with a degree in international relations and
                                        with Alcatel, Schlumberger and Saint-Gobain and joined the         economics from the Hebrew University in Jerusalem. He then
                                        Schneider Electric Group (Merlin Gerin) in 1986. From 1988         held management and executive responsibilities in several
                                        to 1999 he occupied operational functions within Schneider         firms specializing in information systems including SAP France
                                        Electric abroad, in Italy (5 years), China (5 years) and South     & Belgium, where he was Chairman and CEO between 1988
                                        Africa (1 year). He held corporate positions from 1999 to          and 1991. Mr. Apotheker was founding Chairman and CEO
                                        2001: Director in charge of Strategic Global Accounts and the      of ECsoft. In 1995, he returned to SAP as Chairman of SAP
                                        “Schneider 2000 +” strategic plan. From January 2002 to the        France. After various appointments within SAP as regional
                                        end of 2003, he was Executive Vice-President of Schneider          director, in 2002 he was appointed as a member of the
                                        Electric’s International Division. In October 2003, he was         Executive Committee and Chairman of Customer Solutions &
                                        appointed Deputy CEO, before becoming Chairman of the              Operations, then in 2007 as Chairman CSO and Deputy CEO
                                        management board of Schneider Electric SA on May 3, 2006.          of SAP AG and in 2008 CEO of SAP AG. In 2010, he became
                                        On April 25, 2013, following the change in mode of governance      CEO and Chairman of Hewlett-Packard, a position he held until
                                        of the Company, he was appointed Chairman and CEO then             the fall of 2011. Voting member of the Schneider Electric SA,
                                        re-elected on April 25, 2017.                                      now Schneider Electric SE, board since 2008, Léo Apotheker
                                                                                                           was appointed Vice-Chairman independent lead director in
                                                                                                           May 2014.

Term of office                          First appointed: 2013/Term ends: 2021                              First appointed: 2008/Term ends: 2020

Current directorship                    Chairman and CEO of Schneider Electric SE, Chairman                Vice-chairman independent lead director of Schneider
                                        and CEO of Schneider Electric Industries SAS, Director of          Electric SE.
                                        DELIXI Electric Ltd, Director of Schneider Electric USA, Inc.,
                                        Director and Chairman of the board of directors of Schneider
                                        Electric Asia Pacific Ltd, Chairman of the board of directors of
                                        Schneider Electric Holdings Inc.

Current external                        Chairman of the France-China Committee.                            Other directorships at a listed company:
appointments                                                                                               Director of NICE-Systems Ltd (Israel).

                                                                                                           Other directorships or functions:
                                                                                                           Chairman of the board of directors of Unit 4 NV (the
                                                                                                           Netherlands), Chairman of the Supervisory board of Signavio
                                                                                                           GmbH (Germany), Chairman of Syncron International
                                                                                                           AB (Sweden), Director of KMD A.S. (Denmark), Director of
                                                                                                           P2 Energy Solutions (United States), Director of Taulia
                                                                                                           (United States).

Previous directorship                   Previous directorships and functions held in the past              Previous directorships and functions held in the past
                                        5 years:                                                           5 years:
                                        Chairman of the management board of Schneider                      Manager of “Efficiency Capital” fund, Member of the
                                        Electric SA.                                                       supervisory board of Steria, Chairman of the board of KMD
                                                                                                           A.S. (Denmark).

Committee membership                                                                                       Chairperson of the Governance and remunerations committee
                                                                                                           and member of the Digital committee.

Note: bold indicates the names of companies whose securities are listed on a regulated market.
(1)
    Held directly or through the FCPE.
* An independent director within the meaning of the AFEP/MEDEF corporate governance Code.

6         Schneider Electric Notice of Meeting 2019
4

                                       Ms. Betsy Atkins*                                                Ms. Cécile Cabanis*
                                       Director of Schneider Electric SE                                Director of Schneider Electric SE

                                       Age: 65 years                                                    Age: 47 years
                                       Nationality: American                                            Nationality: French
                                       Business address: BAJACORP, 10 Edgewater Drive, Ste 10A          Business Address: Danone, 17 boulevard Haussmann,
                                       Coral Gables, FL 33133, United States                            75009 Paris, France
                                       1,000 Schneider Electric SE shares                               1,000 Schneider Electric SE shares

Experience and qualifications          After graduating from the University of Massachusetts, Betsy     Cécile Cabanis started her career in 1995 at L’Oréal in South
                                       Atkins began her career co-founding several successful           Africa, and then in France. In 2000, she became Deputy
                                       high-tech and consumer companies, including Ascend               Director of the Orange group’s Mergers and Acquisitions
                                       Communications. In addition, she served as Chairman and          Department. In 2004, she joined Danone as Corporate Finance
                                       CEO of Clear Standards from 2008-2009, Chairman and CEO          Director, and subsequently Head of Mergers & Acquisitions.
                                       of NCI from 1991 to 1993 and as CEO of Key Supercomputer         In 2010, Cécile Cabanis was appointed Financial Director for
                                       from 1987 to 1989.                                               the worldwide Fresh Dairy Products business. Since February
                                                                                                        2015, she has been Chief Financial Officer and a member of
                                                                                                        the Executive Committee of Danone. She became the Head of
                                                                                                        Information Systems and Technologies in March 2017, and she
                                                                                                        has been in charge of Cycles, Procurement and Sustainable
                                                                                                        Resources Development at Danone since October 2017. She
                                                                                                        is a member of the board of directors of Danone.

Term of office                         First appointed: 2011/Term ends: 2019                            First appointed: 2016/Term ends: 2020

Current directorship                   Director of Schneider Electric SE                                Director of Schneider Electric SE

Current external                       Other directorships or functions at listed companies:            Other directorships or functions at listed companies:
appointments                           Member of the board of directors, Chairperson of the             Director, Chief financial officer, IS/IT, Cycles and Purchases
                                       Compensation committee and member of the Nominated and           and member of the Executive Committee of Danone SA
                                       Governance committee of Wynn Resorts Inc. (United States),       (France), Member of the Supervisory board of Mediawan
                                       Member of the board of directors and member of the Audit         (France).
                                       committee of SL Green Realty Corp. (United States),
                                                                                                        Other directorships or functions:
                                       Other directorships or functions:                                Director of Michel et Augustin SAS (France), Member of the
                                       Member of the board of directors of Volvo Cars AB (Sweden);      supervisory Board of Société éditrice du Monde (France),
                                       CEO of Baja LLC.                                                 Director and Chairman of Livelihoods Fund (SICAV)
                                                                                                        (Luxembourg).

Previous directorship                  Previous directorships and functions held in the past            Previous directorships and functions held in the past
                                       5 years:                                                         5 years:
                                       Member of the Financial Policy & Compensation committee          Non voting director of Schneider Electric SE, Director of
                                       of Cognizant Inc. (United States), Member of the board of        Danone Djurdjura, Danone fund for Ecosystem, Produits
                                       directors of HD Supply Holdings, Inc. (United States),           Laitiers Frais Iberia, Danone SA, Compagnie Gervais Danone,
                                       Chairman of the Compensation committee and member of the         Dan Trade B.V., Danone CIS Holdings B.V., Danone Industria
                                       board of directors of Polycom Inc. (United States), Member       LLC, Danone Russia, DanoneWave (Public Benefit Corporation
                                       of the board of directors of Chico’s FAS Inc. (United States),   – United Sates), Member of the supervisory board of Danone
                                       of Wix (Israel) and of Ciber (United States), Chairman and       Sp. z.o.o. and of Toeca International Company B.V.
                                       CEO of Clear Standards, Inc. (United States), Chairman of the
                                       Governance committee and member of the board of directors
                                       of Darden (United States), Chairman of the advisory board of
                                       SAP, Member of ZocDoc advisory board.

Committee membership                   Member of the Investment committee and of the Digital            Chairperson of the Audit and Risks committee.
                                       committee.

Note: bold indicates the names of companies whose securities are listed on a regulated market.
* An independent director within the meaning of the AFEP/MEDEF corporate governance Code.

                                                                                                                     Schneider Electric Notice of Meeting 2019      7
Corporate governance

                                        Mr. Antoine Gosset-Grainville*                                      Mr. Fred Kindle*
                                        Director of Schneider Electric SE                                   Director of Schneider Electric SE

                                        Age: 52 years                                                       Age: 59 years
                                        Nationality: French                                                 Nationality: Swiss
                                        Business Address: BDGS Associés, 51 rue François 1er,               Business Address: Vaistligasse 1 9490 Vaduz, Liechtenstein
                                        75008, Paris, France                                                40,000 Schneider Electric SE shares
                                        1,000 Schneider Electric SE shares

Experience and qualifications           Antoine Gosset-Grainville, is a graduate of the Institut d’études   Fred Kindle graduated from the Swiss Federal Institute
                                        politiques in Paris and holds a DESS post-graduate degree in        of Technology (ETH) in Zurich and holds an MBA from
                                        banking and finance from University Paris IX Dauphine. After        Northwestern University, Evanston, USA. He began his career
                                        graduating from France’s École Nationale d’Administration,          in the Marketing Department of Hilti AG in Liechtenstein from
                                        he began his career at the Inspection Générale des Finances         1984 to 1986. From 1988 to 1992, he worked as a consultant at
                                        (1994-1997). Then, he became Deputy General Secretary of            McKinsey & Company in New York and Zurich. He then joined
                                        the European Monetary Committee and later of the Economic           Sulzer AG in Switzerland, where he held various management
                                        and Financial Committee of the European Union (1997-1999).          positions. In 1999, he was appointed Chief Executive Officer
                                        He was appointed Adviser for Economic and Monetary Affairs          of Sulzer Industries and in 2001, he became CEO of Sulzer AG.
                                        in the office of the European Commissioner in charge of Trade
                                        (1999-2002). He is a member of the Paris and Brussels Bars,         After joining ABB Ltd in 2004, Fred Kindle was appointed Chief
                                        and was a partner at the Brussels office of the Gide Loyrette       Executive Officer of the ABB group, a position which he held
                                        Nouel law firm (2002-2007) before becoming Deputy Director          until 2008. He then became a partner at Clayton, Dubilier &
                                        in the office of Prime Minister François Fillon (2007-2010). From   Rice LLP, a private equity fund based in London and New
                                        May 2010 to May 2013, he was Deputy Managing Director of the        York. He is now an independent consultant and director at
                                        Caisse des Dépôts et Consignations. In June 2013, he became         several companies.
                                        a partner at BDGS Associés law firm.

Term of office                          First appointed: 2012/Term ends: 2020                               First appointed: 2016/Term ends: 2020

Current directorship                    Director of Schneider Electric SE                                   Director of Schneider Electric SE

Current external                        Other directorships or functions at listed companies:               Other directorships or functions at listed companies:
appointments                            Director of the FNAC Group, Director and Chairman of the Audit      Chairman of the board of directors of VZ Holding AG
                                        Committee of Compagnie des Alpes.                                   (Switzerland) and Chairman of the Compensation Committee.

                                        Other directorships or functions:                                   Other directorships or functions:
                                        Partner at BDGS Associés law firm.                                  Director of Stadler Bussnang AG (Switzerland) and Chairman
                                                                                                            of the Strategy Committee.

Previous directorship                   Previous directorships and functions held in the past               Previous directorships and functions held in the past
                                        5 years:                                                            5 years:
                                        Director of CNP Assurances and Icade, Deputy Managing               Non-voting director of Schneider Electric SE, Director of
                                        Director of the Caisse des Dépôts et Consignations, Director of     Exova Plc (United Kingdom) and member of the Appointments
                                        the Fonds Stratégique d’Investissement, La Poste and Véolia-        Committee, Partner of Clayton Dubilier & Rice LLC (USA),
                                        Transdev, Director of Dexia.                                        Chairman of the board of directors and Chairman of the
                                                                                                            Compensation Committee of Exova Group PLC (United
                                                                                                            Kingdom), Chairman of the board of directors of BCA
                                                                                                            Marketplace Plc (United Kingdom), Director of Rexel SA
                                                                                                            (France); Lead Director of VZ Holding Ltd (Switzerland),
                                                                                                            Member of the Development Committee of the Royal Academy
                                                                                                            of Engineering (London), Vice-Chairman of Zurich Insurance
                                                                                                            Group Ltd (Switzerland), member of the Governance and
                                                                                                            Appointments Committee and member of the Remuneration
                                                                                                            Committee, Chief Executive Officer of Kinon AG (Switzerland).

Committee membership                    Member of the Audit and risks committee.                            Chairperson of the Investment committee and member of
                                                                                                            the Audit and risks committee and of the Governance and
                                                                                                            remunerations committee.

Note: bold indicates the names of companies whose securities are listed on a regulated market.
* An independent director within the meaning of the AFEP/MEDEF corporate governance Code.

8         Schneider Electric Notice of Meeting 2019
4

                                       Mr. Willy R. Kissling                                             Ms. Linda Knoll*
                                       Director of Schneider Electric SE                                 Director of Schneider Electric SE

                                       Age: 74 years                                                     Age: 58 years
                                       Nationality: Swiss                                                Nationality: American
                                       Business address: Poststrasse n° 4 BP 8808 Pfaeffikon,            Business Address: Fiat Chrysler Automobiles,
                                       Switzerland                                                       1000 Chrysler Drive, CIMS # 485-05-97 Auburn Hills,
                                       1,600 Schneider Electric SE shares                                Michigan 48326, United States
                                                                                                         1,000 Schneider Electric SE shares

Experience and qualifications          Willy R. Kissling, a Swiss citizen, holds diplomas from           Linda Knoll holds a Bachelor of Science Degree in Business
                                       the Universities of Bern (Dr. Rer.pol) and Harvard (P.M.D).       Administration from Central Michigan University. After a
                                       He has extensive experience and recognized expertise in           career in the land systems division of General Dynamics,
                                       both CEO and director positions in multinational companies        Ms. Knoll joined CNH Industrial in 1994 (Case Corporation at
                                       based in Switzerland, and particularly in the following fields:   the time). She held various positions there, culminating in her
                                       construction and energy management technologies (acquired         appointment to multiple senior management positions.
                                       as CEO of the former Landis&Gyr Ltd), information technology
                                       and vacuum processing (acquired as Chairman of Oerlikon           In 1999, Ms. Knoll became Vice-President and General
                                       Bührle Ltd, which became OC Oerlikon Ltd), construction           Manager of the Group’s Crop Production Global Product Line.
                                       materials (Holcim Ltd, Cement, Forbo Ltd Floring, Rigips          From 2003 to 2005, she was Vice-President for North America
                                       GmbH, Gypsum), packaging (Chairman of SIG Ltd) and                Agricultural Industrial Operations. She then served as Vice-
                                       logistics (acquired at Kühne&Nagel Ltd). Willy R. Kissling has    President for Worldwide Agricultural Manufacturing until 2007,
                                       also been a member on various supervisory boards including        managing 20 plants in 10 countries, before being appointed
                                       those of Pratt & Whitney and Booz Allen Hamilton.                 Executive Vice-President for Development of Agricultural
                                                                                                         Products. From 2007 to 2011, she represented CNH as a
                                       He began his career at Amiantus Corporation and then              board member for the National Association of Manufacturers.
                                       joined Rigips, a plasterboard manufacturer, in 1978. He was       Ms. Knoll was appointed CHRO in CNH Industrial and Fiat
                                       appointed to the Rigips Executive Committee in 1981 and           Chrysler Automobiles in 2007 and 2011 respectively. In January
                                       subsequently became CEO. From 1987 to 1996, Mr. Willy             2019, Ms. Knoll stepped down from her CHRO position in CNH
                                       Kissling served as CEO of Landis&Gyr Corporation, a provider      Industrial, dedicating her focus to Fiat Chrysler Automobiles.
                                       of services, systems and equipment for energy management,
                                       building control and payment systems for payphone operators.
                                       From 1998 to 2005 he was executive chairman of Oerlikon
                                       Bührle Holding AG (renamed OC Oerlikon Corp.).

Term of office                         First appointed: 2001/Term ends: 2020                             First appointed: 2014/Term ends: 2022

Current directorship                   Director of Schneider Electric SE                                 Director of Schneider Electric SE

Current external                                                                                         Other directorships or functions at listed company:
appointments                                                                                             Chief Human Resources Officer and member of the Group
                                                                                                         Executive Council of Fiat Chrysler Automobiles N.V.
                                                                                                         (the Netherlands).

Previous directorship                                                                                    Previous directorships and functions held in the past
                                                                                                         5 years:
                                                                                                         Chief Human Resources Officer and member of the Group
                                                                                                         Executive Council of CNH Industrial N.V. (the Netherlands).

Committee membership                   Member of the Audit and risks committee, of the Governance        Chairperson of the Human Resources and CSR Committee
                                       and remunerations committee and of the Human Resources            and member of the Governance and remunerations committee.
                                       and CSR committee.

Note: bold indicates the names of companies whose securities are listed on a regulated market.
* An independent director within the meaning of the AFEP/MEDEF corporate governance Code.

                                                                                                                      Schneider Electric Notice of Meeting 2019       9
Corporate governance

                                        Ms. Xiaoyun Ma
                                        Director of Schneider Electric SE

                                        Age: 55 years
                                        Nationality: Chinese
                                        Business Address: 8F,Schneider Electric Building, No. 6, East
                                        WangJing Rd. Chaoyang District Beijing 100102, China
                                        9,134 (1) Schneider Electric SE shares

Experience and qualifications           Graduated from top Chinese universities and holding China Certificate of Public Accountant, Ms. Xiaoyun Ma started her career
                                        as a finance professional at an audit firm (PWC). She joined Schneider Electric in 1997 as the controller of Schneider (Beijing)
                                        Medium Voltage Co., Ltd. in Beijing China. Since then, she has worked in many different controller and CFO positions, covering
                                        manufacturing, supply chain and front office, in the China and Asia Pacific zone, while getting an MBA from New York University
                                        in 2004. She is currently the CFO for Schneider’s China Operations, in charge of China daily finance operations, organization
                                        simplification and internal digital transformation. She has also been a director of about 40 Chinese companies and Asia Pacific
                                        entities within the Group in the past 10 years.

Term of office                          First appointed: 2017/Term ends: 2021

Current directorship                    Director of Schneider Electric SE

Current external                        Other directorships or functions within Schneider Electric Group:
appointments                            Chairman of the board of directors of Schneider Electric IT (China) Co., Ltd. (China);

                                        Vice Chairman of the board of directors of Schneider Electric (Xiamen) Switchgear Co., Ltd., Schneider Electric (Xiamen)
                                        Switchgear Equipment Co., Ltd. (China); Citic Schneider Smart Building Technology (Beijing) Co., Ltd., Beijing BipBop Efficiency
                                        and Automation Application Technology Center (China);

                                        Director of Full Excel (Hong Kong) Limited (Hong Kong), Schneider Electric (China) Co., Ltd., Tianjin Merlin Gerin Co., Ltd.,
                                        Schneider Shanghai Power Distribution Electrical Apparatus Co., Ltd., Schneider Shanghai Low Voltage Terminal Apparatus
                                        Co., Ltd., Schneider Shanghai Industrial Control Co., Ltd., Schneider Busway (Guangzhou) Ltd., Schneider (Beijing) Medium
                                        Voltage Co., Ltd., Schneider (Beijing) Medium and Low Voltage Co., Ltd., Schneider Merlin Gerin Low Voltage (Tianjin) Co., Ltd.,
                                        Schneider (Suzhou) Transformer Co., Ltd., Schneider Shanghai Apparatus Parts Manufacturing Co., Ltd., Schneider Great Wall
                                        Engineering (Beijing) Co., Ltd., Schneider Wingoal (Tianjin) Electric Equipment Co., Ltd., Shanghai ASCO Electric Technology
                                        Co., Ltd. (formerly known as Schneider Automation Solutions (Shanghai) Co., Ltd.), Schneider (Shaanxi) Baoguang Electric
                                        Apparatus Co., Ltd., Clipsal Manufacturing (Huizhou) Co., Ltd., Shanghai Schneider Electric Power Automation Co., Ltd., Schneider
                                        Switchgear (Suzhou) Co., Ltd., Telvent-BBS High & New Tech (Beijing) Co., Ltd., Beijing Leader Harvest Electric Technologies Co.,
                                        Ltd., Schneider Electric Equipment and Engineering (Xi’an) Co., Ltd., Shanghai Foxboro Co., Ltd., Shanghai Invensys Process
                                        Systems Co., Ltd.; Schneider Smart Technology Co., Ltd., Wingoal Nirvana (Suzhou) Low Voltage Electric Equipment Co., Ltd.
                                        (China), Supervisor of Zircon Investment Shanghai Co., Ltd. (China);

                                        Executive director of Beijing Leader Harvest Energy Efficiency Investment Co., Ltd. (China).

                                        Other directorships or functions outside Schneider Electric Group:
                                        Vice Chairman of the board of directors of Sunten Electric Equipment Co., Ltd. (China).

Previous directorship                   Previous directorships and functions held in the past 5 years:
                                        Chairman of the board of Merten (Shanghai) Electric Technology Co. Ltd., Citect Control Systems (Shanghai) Co., Ltd., RAM
                                        Electronic Technology and Control (Wuxi) Co., Ltd., Beijing Chino Harvest Wind Power Technology Co., Ltd., Director of Pelco
                                        (Shanghai) Trading Co., Ltd., Schneider (Suzhou) Drives Co.,Ltd., Schneider Electric Manufacturing (Chongqing) Co., Ltd.,
                                        Schneider Electric Manufacturing (Wuhan) Co., Ltd., Shanghai East Best & Lansheng Smart Technology Co., Ltd., Schneider
                                        Electric Trading (Wuhan) Co., Ltd., Tevent Control Systems (China) Co., Ltd., Schneider Automation & Control Systems (Shanghai)
                                        Co., Ltd., Ennovation Systems Control Co., Ltd. (China).

Committee membership                    Member of the Human Resources and CSR committee and of the Investment committee.

Note: bold indicates the names of companies whose securities are listed on a regulated market.
(1)
    Held directly or through the FCPE.

10        Schneider Electric Notice of Meeting 2019
4

                                       Mr. Patrick Montier                                                Ms. Fleur Pellerin*
                                       Director of Schneider Electric SE                                  Director of Schneider Electric SE

                                       Age: 62 years                                                      Age: 45 years
                                       Nationality: French                                                Nationality: French
                                       Business Address: Zac de la chantrerie, Route de Gachet,           Business address: Korelya Capital, 87 rue Réaumur,
                                       BP 80701, 44307 Nantes cedex 3, France                             75002 Paris, France
                                       4,140(1) Schneider Electric SE shares                              1,000 Schneider Electric SE shares

Experience and qualifications          Graduated from the Institute of Business Administration            Ms. Fleur Pellerin graduated from the Ecole Supérieure des
                                       of the University of Nantes (France), Patrick Montier began        Sciences Economiques et Commerciale (ESSEC), the Paris
                                       his career at Schneider Electric in 1978 as a Business             Institut d’Etudes Politiques (IEP-Sciences-Po), and the Ecole
                                       Engineer of the applications and systems department.               Nationale d’Administration (ENA).
                                       In 1986, he joined France Country organization and
                                       contributed to the development of business activities in           She became a magistrate at the Court of Auditors in the early
                                       the instrumentation and automation fields and in regional          2000s. In addition, she worked for the United Nations as
                                       marketing as project manager for launching new offers.             an external auditor. In 2007, she joined “Club XXIe Siècle”,
                                       In 1999, he was appointed regional executive of the France         a not-for-profit association dedicated to diversity and equal
                                       Training Institute in charge of relations with educational         opportunities, and served as its president between 2010 and
                                       institutions (universities, engineering schools, academies).       2012. She took over as French Minister for SMEs, Innovation
                                       Since 2010, he has been in charge of partnerships with             and Digital Economy in 2012 where she launched a program
                                       organizations imparting vocational training. Meanwhile, in         for the development of French startups referred to as “French
                                       2003 he joined the trade union Force Ouvrière and became its       Tech”. In April 2014 she was appointed Secretary of State
                                       Group deputy coordinator in 2010 until the end of January 2017.    for Foreign Trade, Tourism Development and French people
                                       In September 2017, he was designated director representing         residing abroad, a position that she held till August 2014.
                                       the employees of Schneider Electric SE.                            Additionally, Fleur Pellerin is a lecturer at the ENA and was
                                                                                                          a Director of the Public Sénat channel from 2011-2012. In 2016
                                                                                                          she left politics and founded Korelya Capital, an investment
                                                                                                          fund with €200 million in funding which promotes and supports
                                                                                                          investments in technology start-ups in France and in Europe.

Term of office                         First appointed: 2017/Term ends: 2021                              First appointed: 2018/Term ends: 2022

Current directorship                   Director of Schneider Electric SE                                  Director of Schneider Electric SE.

Current external                                                                                          Other directorships or functions at a listed company:
appointments                                                                                              Member of the Supervisory Board of KLM (the Netherlands).

                                                                                                          Other directorships or functions:
                                                                                                          Director and CEO of Korelya Consulting, Korelya Capital,
                                                                                                          Korelya Fondateurs (France), Director or Observer of Devialet,
                                                                                                          Snips, Ledger and Naver France (France), Member of the
                                                                                                          Strategic consultative committee of Talan (France);
                                                                                                          Member of the board or supervisory committee of following
                                                                                                          Associations: Canneseries, Institut Montaigne, Fonds de
                                                                                                          dotation du Musée du Louvre and France Digitale (France).

Previous directorship                  Previous directorships and functions held in the past              Previous directorships and functions held in the past
                                       5 years:                                                           5 years:
                                       Regional Chairman (Loire) of AFDET association (French             Minister for Foreign Trade and Tourism (2014).
                                       Association for Technical Education Development a non-profit
                                       association as per the French Law of 1901), representative of
                                       the Central Works Council at the Board of Directors of Schneider
                                       Electric Industries SAS, director of CAPRA Prévoyance.

Committee membership                   Member of the Investment committee.                                Member of the Audit and risks committee, of the Human
                                                                                                          Resources and CSR committee and of the Digital Committee.

Note: bold indicates the names of companies whose securities are listed on a regulated market.
* An independent director within the meaning of the AFEP/MEDEF corporate governance Code.
(1)
    Held directly or through the FCPE.

                                                                                                                       Schneider Electric Notice of Meeting 2019    11
Corporate governance

                                        Mr. Anders Runevad*                                               Mr. Gregory Spierkel*
                                        Director of Schneider Electric SE                                 Director of Schneider Electric SE

                                        Age: 58 years                                                     Age: 62 years
                                        Nationality: Swedish                                              Nationality: Canadian
                                        Business Address: Vestas Wind Systems A/S, Hedeager 42,           Business Address: 325 Weymouth Place, Newport Beach,
                                        8200 Aarhus N, Denmark                                            California, United States
                                        1,000 Schneider Electric SE shares                                1,000 Schneider Electric SE shares

Experience and qualifications           Anders Runevad holds a Master of Science Degree in Electrical     Mr. Spierkel holds a Bachelor’s degree in Commerce from
                                        Engineering from the University of Lund (Sweden), where he        Carleton University (Ottawa) and a Master’s Degree in Business
                                        also studied business and economy.                                Administration from Georgetown University. He also attended
                                                                                                          the Advanced Manufacturing program at INSEAD.
                                        He joined Ericsson in 1984 as a Design Engineer before
                                        assuming roles in R&D, Product Management, Marketing              Mr. Spierkel began his career working for Bell Canada in sales
                                        and Sales in Sweden and abroad (Singapore and the U.S.).          and product development, followed by a period with Nortel
                                        He then held various management positions at Ericsson in          Inc. in market research. For 4 years, he served as Managing
                                        different countries (Sweden, Singapore, US, Brazil and UK).       Director of Mitel Telecom with responsibilities over Europe and
                                        In 1998 he was appointed President Ericsson Singapore.            Asia. He then spent 5 years at Mitel Corp. where he served as
                                        From 2000 to 2004 he served as Vice-president Sales and           President of North America and President of Global Sales and
                                        Marketing, Ericsson Mobile Communications AB. In 2004             Marketing. In August 1997, he joined Ingram Micro as a Senior
                                        he was appointed President of Ericsson Brazil, where he           Vice-President Asia-Pacific. In June 1999, he was appointed
                                        was responsible for Ericsson’s overall telecommunications         as Executive Vice-president and President of Ingram Micro
                                        infrastructure and service business. From 2007 until 2010 he      Europe. He was promoted to President of the Ingram Micro Inc.
                                        served as Executive Vice-president, and director of the board     group in 2004, before assuming the role of CEO of Ingram Micro
                                        at Sony Ericsson Mobile Communications AB. He then became         Inc. in 2005. He retained this position, and his seat on the board
                                        President of Western & Central Europe at Telefonaktiebolaget      of directors, until his departure in 2012. Since 2012, Mr. Spierkel
                                        LM Ericsson (public company) in 2010. In 2013, he left Ericsson   has been providing advisory and consulting services to private
                                        to join Vestas Wind Systems A/S as Chief Executive Officer and    equity firms with investments in the information technology
                                        Group President, a position he still holds. He also serves as a   sector.
                                        Director of Nilfisk Holding A/S (former division of NKT A/S).

Term of office                          First appointed: 2018/Term ends: 2022                             First appointed: 2015/Term ends: 2019

Current directorship                    Director of Schneider Electric SE                                 Director of Schneider Electric SE

Current external                        Other directorships or functions at listed companies:             Other directorships or functions at listed companies:
appointments                            President & CEO of Vestas Wind Systems A/S (Denmark),             Director of MGM Resorts International (USA), Chairman of the
                                        Director of Nilfisk Holding A/S (Denmark).                        Audit Committee and member of the Governance Committee;
                                                                                                          Director of PACCAR Inc. (USA), Chairman of the Compensation
                                        Other directorships or functions:                                 Committee and member of the Audit Committee.
                                        Chairman of the Board of MHI Vestas Offshore Wind (Denmark)
                                        and various Vestas Wind Systems A/S subsidiaries.                 Other directorships or functions:
                                                                                                          Member of McLaren Advisory Group (McLaren Technology
                                        Positions of trust:                                               Group) (United Kingdom), Advisor at cybersecurity firm
                                        Member of the General Council of the Confederation of Danish      Cylance (USA).
                                        Industry; member of the Industrial Policy Committee of the
                                        Confederation of Danish Industry.

Previous directorship                   Previous directorships and functions held in the past             Previous directorships and functions held in the past
                                        5 years:                                                          5 years:
                                        Director of NKT A/S (end 2018).                                   Non-voting director of Schneider Electric SE.

Committee membership                    Member of the Investment committee.                               Chairperson of the Digital committee and member of the
                                                                                                          Governance and remunerations committee and of the
                                                                                                          Investment committee.

Note: bold indicates the names of companies whose securities are listed on a regulated market.
* An independent director within the meaning of the AFEP/MEDEF corporate governance Code.

12        Schneider Electric Notice of Meeting 2019
4

                                        Non-voting member
                                        Mr. Lip-Bu Tan
                                        Non-voting member

                                        Age: 59 years
                                        Nationality: American
                                        Business Address: One California Street, Suite 1750,
                                        San Francisco, CA 94111, United States

Experience and qualifications           Lip-Bu Tan holds a Master of Science in Nuclear Engineering
                                        from the Massachusetts Institute of Technology, an MBA from
                                        the San Francisco University and a Bachelor of Science degree
                                        from the Nanyang University of Singapore.

                                        Mr. Tan is currently CEO and board member of Cadence
                                        Design Systems, Inc., position that he has been holding since
                                        2009 and 2004 respectively. He also serves as Chairperson of
                                        Walden International, a venture capital firm he founded in 1987.
                                        Prior to founding Walden, he was Vice-president of Chappell &
                                        Co. and held management positions at EDS Nuclear and ECHO
                                        Energy. He has been an independent member of the board of
                                        Hewlett Packard Enterprise Co. since November 2015 and a
                                        board member of Aquantia since March 2015, position that he
                                        will leave at the end of its term in June 2019.

Term of office                          Co-optation as non-voting director: October 2018
                                        Candidate for election: April 2019

Current directorship                    Non-voting director of Schneider Electric SE

Current external                        Other directorships or functions at listed companies:
appointments                            Board member of Hewlett Packard Enterprise (USA) and
                                        Aquantia Corporation (USA).

                                        Other directorships or functions:
                                        Board member of Advanced Micro-Fabrication Equipment
                                        Inc (Shanghai), Habana Labs Ltd. (Israel), CNEX Labs, Inc.
                                        (USA), Fungible, Inc. (USA), Innovium, Inc. (USA), Komprise
                                        (USA), RF Pixels, Inc.(USA), Tagore Technology, Inc. (USA),
                                        LightBits Labs (Israel), Oryx Vision (Israel), Proteantecs
                                        (Israel), Rosetal System Information Ltd. (dba Localize) (Israel),
                                        Vayyar Imaging (Israel), WekaIO, LTD (Israel), HiDeep, Inc.
                                        (South Korea), Silicon Mitus, Inc. (south Korea), SambaNova
                                        Systems, Inc. (USA), Board of The Electronic System Design
                                        Alliance (ESD Alliance), Member of the Board of Trustees and
                                        the School of Engineering Dean’s Council at Carnegie Mellon
                                        University (CMU), Global Advisory Board Member of METI
                                        Japan, Member of the Board of Global Semiconductor Alliance
                                        (GSA), Member of The Business Council and Committee 100.

Previous directorship                   Previous directorships and functions held in the past
                                        5 years:
                                        Board member of Semiconductor Manufacturing International
                                        Corporation (China), SINA Corporation (China), Quantenna
                                        Communications, Inc. (USA), Ambarella Inc. (USA).

Committee membership                    Member of the Investment committee and of the Digital
                                        committee.

Note: bold indicates the names of companies whose securities are listed on a regulated market.

                                                                                                             Schneider Electric Notice of Meeting 2019   13
Corporate governance

Board activities
The board of directors devoted most of its activities to the Company’s corporate governance, strategy and its implementation, reviewing operations
and the annual and interim financial statements, which it approved, and preparing the Annual Shareholders’ Meeting.

Attendance
The board held 9 meetings in 2018. The meetings lasted 5 hours on average with an average participation rate of directors of almost:

                                                             Directors’ average
                                                             participation rate

                                                             95%

Nine directors have an attendance rate of 100% and none have an attendance rate less than 83% as shown in the chart hereafter summarizing the
directors’ individual attendance at board’s meetings:

Director                                                                                                                               Attendance rate

Mr. Jean-Pascal Tricoire – Chairman                                                                                                           100%
Mr. Léo Apotheker – Vice-chairman independent lead director                                                                                   100%
Ms. Betsy Atkins                                                                                                                               89%
Ms. Cécile Cabanis                                                                                                                            100%
Mr. Antoine Gosset-Grainville                                                                                                                 100%
Mr. Fred Kindle                                                                                                                               100%
Mr. Willy Kissling                                                                                                                            100%
Ms. Linda Knoll                                                                                                                                89%
Ms. Xiaoyun Ma                                                                                                                                 89%
Mr. Patrick Montier                                                                                                                           100%
Ms. Fleur Pellerin (1)                                                                                                                         83%
Mr. Anders Runevad (1)                                                                                                                        100%
Mr. Gregory Spierkel                                                                                                                          100%

(1)
      Since April 24, 2018, term start date.

During their first year in office, new directors may face legitimate difficulties being available to attend the board meetings given that the schedule
of board meetings was set before them joining the board.

All absences were valid and excused.

14           Schneider Electric Notice of Meeting 2019
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